Exhibit 10.1


 


Execution Version


 


FORM OF AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT


 


This Amended and Restated
Registration Rights Agreement (this “Agreement”) is entered into on November 15, 2018, by and among Waitr Holdings
Inc., a Delaware corporation (the “Company”), and the undersigned parties listed on the signature pages hereto
(each, an “Investor” and, collectively, the “Investors”).


 


RECITALS


 


WHEREAS, in
connection with the initial public offering (the “IPO”) of the Company, the Company and its initial investors
(the “Initial Investors”) entered into that certain Registration Rights Agreement, dated May 25, 2016 (the “Initial
Agreement”);


 


WHEREAS, prior
to the Company’s IPO, the Initial Investors owned shares (the “Founder Shares”) of Class F common stock,
par value $0.0001 per share, of the Company (the “Class F common stock”);


 


WHEREAS, the
Founder Shares were convertible into shares of Class A common stock, par value $0.0001 per share, of the Company (“Class
A common stock”) on the terms provided in the Company’s second amended and restated certificate of incorporation;


 


WHEREAS, the
Initial Investors purchased an aggregate of 14,000,000 warrants exercisable for shares of Class A common stock in a private placement
that was completed simultaneously with the consummation of the IPO (the “Private Placement Warrants”);


 


WHEREAS, in
connection with the Company’s IPO, the Company entered into a warrant agreement, dated as of May 25, 2016, pursuant to which
the Company agreed to use its best efforts to file with the U.S. Securities and Exchange Commission (the “Commission”)
a registration statement for the registration, under the Securities Act of 1933, as amended (the “Securities Act”),
of the shares of Class A Common Stock issuable upon exercise of the warrants issued to the public investors in the IPO (the “Public
Warrant”) and the Private Placement Warrants;


 


WHEREAS, reference
is made to that certain Agreement and Plan of Merger, by and among the Company, Landcadia Merger Sub, Inc. (“Merger Sub”),
a directly, wholly owned subsidiary of the Company, and Waitr Incorporated (“Waitr”), dated May 16, 2018 (the
“Merger Agreement”), pursuant to which Waitr will merge with and into Merger Sub, with Merger Sub being the
surviving corporation (the “Merger”);


 


WHEREAS, at
the time of the Closing (as defined herein), all shares of Class F common stock converted into shares of Class A common stock in
accordance with the certificate of incorporation of the Company;


 


WHEREAS, immediately
following the conversion of the Class F common stock into Class A common stock, all shares of Class A common stock were reclassified
as shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”);


 




     

     


    

 


WHEREAS, pursuant
to the Merger Agreement, at the effective time of the Merger, the Company will issue to the stockholders of Waitr an aggregate
of 22,831,697 shares of Common Stock as consideration in the Merger (the “Merger Shares”);


 


WHEREAS, pursuant
to Section 5.5 of the Initial Agreement, the provisions, covenants and conditions set forth therein may be amended or modified
upon the written consent of holders of sixty-five percent (65%) of the Registrable Securities; and


 


WHEREAS, the
parties hereto desire to amend and restate the Initial Agreement in order to provide the Investors with certain rights relating
to the registration of the Registrable Securities.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION
1

Definitions


 


1.1         Certain
Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:


 


(a)       “10-Day
VWAP” means the volume weighted average price of the shares of Common Stock traded on the Nasdaq Capital Market, or any
other national securities exchange on which the shares of Common Stock are then traded, for the ten (10) trading days ending on
the first trading day immediately preceding the date of determination of the 10-Day VWAP.


 


(b)       “Agreement”
has the meaning set forth in the Preamble.


 


(c)       “Affiliate”
of any person or entity, shall mean any other person or entity that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such first person or entity. As used in this definition, the term
“control,” including the correlative terms “controlled by” and “under common control with,”
means (i) the direct or indirect ownership of more than 50% of the voting rights of a person or entity or (ii) the possession,
directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities
or any equity or other ownership interest, by contract or otherwise).


 


(d)       “Class
A common stock” has the meaning set forth in the Recitals.


 


(e)       “Class
F common stock” has the meaning set forth in the Recitals.


 


(f)       “Closing”
shall mean the closing of the transactions contemplated under the Merger Agreement.


 


(g)       “Commission”
has the meaning set forth in the Recitals.


 




    	 	2	 



     


    

 


(h)       “Common
Stock” has the meaning set forth in the Recitals.


 


(i)       “Company”
has the meaning set forth in the Preamble.


 


(j)       “DGCL”
means the General Corporation Law of the State of Delaware, as amended.


 


(k)       “Dollars”
or “$” shall mean the currency of the United States of America.


 


(l)       “Effectiveness
Failure” has the meaning set forth in Section 2.11.


 


(m)       “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


(n)       “Filing
Failure” has the meaning set forth in Section 2.11.


 


(o)       “FINRA”
has the meaning set forth in Section 2.4(r).


 


(p)       “Founder
Shares” has the meaning set forth in the Recitals.


 


(q)       “Holder”
shall mean an Investor who holds Registrable Securities (including their donees, pledgees, assignees, transferees and other successors)
and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been duly and validly
transferred in accordance with Section 2.10 of this Agreement.


 


(r)       “Indemnified
Party” has the meaning set forth in Section 2.6(c).


 


(s)       “Indemnifying
Party” has the meaning set forth in Section 2.6(c).


 


(t)       “Initial
Agreement” has the meaning set forth in the Recitals.


 


(u)       “Initial
Investors” has the meaning set forth in the Recitals.


 


(v)       “Initiating
Holders” shall mean (i) any Holder or Holders who in the aggregate hold not less than a majority of the Registrable Securities
issued to the Initial Investors and (ii) any Holder or Holders who in the aggregate hold not less than a majority of the Merger
Shares that constitute Registrable Securities.


 


(w)       “Investors”
has the meaning set forth in the Preamble.


 


(x)       “IPO”
has the meaning set forth in the Recitals.


 


(y)       “Liquidated
Damages” has the meaning set forth in Section 2.11.


 


(z)       “Lock-up
Period” means one year after the date of the consummation of the Merger or earlier if, subsequent to the Merger, (i)
the last sale price of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
consummation of the Merger or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities
or other property.


 




    	 	3	 



     


    

 


(aa)      “Maintenance
Failure” has the meaning set forth in Section 2.11.


 


(bb)      “Merger”
has the meaning set forth in the Recitals.


 


(cc)      “Merger
Agreement” has the meaning set forth in the Recitals.


 


(dd)      “Merger
Shares” has the meaning set forth in the Recitals.


 


(ee)      “Merger
Sub” has the meaning set forth in the Recitals.


 


(ff)      “Other
Selling Stockholders” shall mean persons or entities other than Holders who, by virtue of agreements with the Company,
are entitled to include their Other Shares in certain registrations hereunder.


 


(gg)      “Other
Shares” shall mean securities of the Company, other than Registrable Securities (as defined below), with respect to which
registration rights have been granted.


 


(hh)     “Private
Placement Warrants” has the meaning set forth in the Recitals.


 


(ii)       The
terms “register,” “registered” and “registration” shall refer to a registration
effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such registration statement.


 


(jj)       “Public
Warrants” has the meaning set forth in the Recitals.


 


(kk)     “Qualified
Holder” means a Holder whose Registrable Securities have a market value of at least $3,000,000 based on the average closing
price of the Common Stock for the ten (10) trading days ending on the trading day prior to the date on which notice is sent pursuant
to Section 2.2(a)(2).


 


(ll)       “Registrable
Securities” shall mean (i) the Founder Shares, (ii) the Private Placement Warrants (including any Common Stock issued
or issuable upon the exercise of any such Private Placement Warrants), (iii) the Merger Shares, (iv) any outstanding shares of
Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other
equity security) of the Company held by an Initial Investor as of the date of this Agreement, (v) any equity securities (including
the shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion
of any working capital loans in an amount up to $1,500,000 made to the Company by an Initial Investor (or its designee), and (vi)
any other equity security of the Company issued or issuable with respect to any such shares of Common Stock by way of a stock dividend
or stock split or in connection with a combination of shares, capitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when:
(1) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (2)
such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (3) such securities shall have ceased to be outstanding; (4) such securities have been sold pursuant
to Rule 144 promulgated under the Securities Act; or (5) such securities have been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 




    	 	4	 



     


    

 


(mm)   “Registration
Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification and filing fees (including fees with respect to filings required to be made with FINRA,
and any fees of the securities exchange or automated quotation system on which the Common Stock is then listed or quoted), printing
expenses, escrow fees, fees and disbursements of counsel for the Company, two (2) counsels for the Holders, one selected by Holders
holding a majority of the Registrable Securities issued to the Initial Investors and one selected by Holders holding a majority
of the Merger Shares that are Registrable Securities, up to a maximum of $50,000 total per counsel, blue sky fees and expenses
(including reasonable fees and disbursements of counsels for the Holders in connection with blue sky compliance), and any fees
and disbursements of accountants retained by the Company incident to or required by any such registration, but shall not include
Selling Expenses, fees and disbursements of other counsel for the Holders and the compensation of regular employees of the Company,
which shall be paid in any event by the Company.


 


(nn)     “Registration
Failure” has the meaning set forth in Section 2.11.


 


(oo)     “Representatives”
means, with respect to any person, any of such person’s officers, directors, employees, agents, attorneys, accountants, actuaries,
consultants, equity financing partners or financial advisors or other person associated with, or acting on behalf of, such person.


 


(pp)     “Resale
Shelf Registration Statement” has the meaning set forth in Section 2.1(a)(i).


 


(qq)     “Restricted
Securities” shall mean any Registrable Securities that are required to bear a legend restricting transfer.


 


(rr)       “Rule 144”
shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time
to time, or any similar successor rule that may be promulgated by the Commission.


 


(ss)      “Rule 145”
shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time
to time, or any similar successor rule that may be promulgated by the Commission


 




    	 	5	 



     


    

 


(tt)       “SEC
Guidance” shall mean (i) any publicly-available written or oral guidance, or comments, requirements or requests
of the Staff and (ii) the Securities Act and the rules and regulations thereunder.


 


(uu)     “Securities
Act” has the meaning set forth in the Recitals.


 


(vv)     “Selling
Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale
of Registrable Securities and fees and disbursements of counsel for any Holder (other than the fees and disbursements of counsel
to the Initial Investors and to the Holders of Merger Shares included in Registration Expenses).


 


(ww)    “Staff”
shall mean the staff of the Division of Corporation Finance of the Commission.


 


(xx)      “Suspension
Notice” has the meaning set forth in Section 2.1(f).


 


(yy)     “Underwritten
Takedown” shall mean an underwritten public offering of Registrable Securities pursuant to an effective registration
statement.


 


(zz)      “Waitr”
has the meaning has the meaning set forth in the Recitals.


 


SECTION
2

Registration Rights


 


2.1         Registration


 


(a)       Registration
Requirements. The Company shall, not later than one hundred and twenty (120) days after the Closing, prepare and file with
the Commission a registration statement on Form S-3, or such other registration statement form that is available to the Company
if Form S-3 is not available, and take all such other actions as are necessary to ensure that there is an effective “shelf”
registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities
laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule
415 of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company
shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon
as possible thereafter but in any event within five (5) days after the Commission advises the Company that it has completed its
review of such registration statement, and to remain effective and the prospectus contained therein current until all Holders cease
to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods
of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions
of the Securities Act and Exchange Act.


 


(b)       Request
for Underwritten Takedowns. The Holders that qualify as Initiating Holders will be entitled to Underwritten Takedowns with
respect to their Registrable Securities in accordance with this Section 2.1. If the Company shall receive from Initiating
Holders a written request signed by such Initiating Holders that the Company effect any Underwritten Takedown with respect to all
or a part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed
of by such Initiating Holders), the Company will:


 




    	 	6	 



     


    

 


(i)       promptly,
and in any event, within five (5) days after receiving such request, give written notice of the proposed Underwritten Takedown
to all other Holders; and


 


(ii)      as
soon as practicable, use its reasonable best efforts to cause the Commission to declare such Underwritten Takedown effective within
sixty (60) days thereafter (including, without limitation, filing post-effective amendments, one or more prospectus supplements,
appropriate qualifications under any applicable blue sky or other state securities laws, and appropriate compliance with the Securities
Act) and to permit and facilitate the sale and distribution in an underwritten offering of all or such portion of such Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders
joining in such request as are specified in a written request received by the Company within ten (10) days after such written notice
from the Company is mailed or delivered.


 


(c)       Limitations
on Underwritten Takedowns. The Company shall not be obligated to effect any Underwritten Takedown pursuant to this Section
2.1:


 


(i)       If
the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such Underwritten
Takedown, propose to sell Registrable Securities and such other securities (if any), the aggregate proceeds of which are anticipated
to be less than $10,000,000;


 


(ii)      In
any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting
such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except
as may be required by the Securities Act; or


 


(iii)     If
the Company has effected two (2) such Underwritten Takedowns in any given twelve (12) month period. After the Company has initiated
seven (7) such Underwritten Takedowns pursuant to this Section 2.1 (counting for these purposes only (x) registrations which
have been declared or ordered effective and pursuant to which securities have been sold, and (y) registrations withdrawn at the
request of the Initiating Holders); or


 


(iv)     If
the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to the
request made pursuant to Section 2.2 of this Agreement;


 


(v)      If
the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders
(subject to the consent of the Company); and


 


(vi)     If
the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (v) above to
firmly underwrite the offer.


 




    	 	7	 



     


    

 


(d)       Other
Shares. Any Underwritten Takedown may, subject to the provisions of Section 2.1(f), include Other Shares, and may
include securities of the Company being sold for the account of the Company, provided that, any Other Shares or securities
of the Company to be included in an Underwritten Takedown must be the subject of an effective shelf registration statement at the
time the Company receives the request for an Underwritten Takedown from the Initiating Holders.


 


(e)       Underwriting;
Cutback. If the Company shall request inclusion in any Underwritten Takedown of securities to be sold for its own account,
or if other persons shall request inclusion of Other Shares in any Underwritten Takedown, the Initiating Holders shall, on behalf
of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation
of the Company or such other persons in such underwriting and the inclusion of the Company’s and such other person’s
securities of the Company and their acceptance of the applicable provisions of this Section 2. The Company shall (together
with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting
agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company,
which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders. No Holder (or its permitted transferee
or assignee under Section 2.10) shall be required to make any representations or warranties to, or agreements with, the
Company or the underwriters other than representations, warranties or agreements regarding such Holder’s (or such transferee’s
or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being
registered on its behalf, its intended method of distribution and any other representation required by law.


 


Notwithstanding any
other provision of this Section 2.1, if the underwriters, in good faith, advise the Initiating Holders in writing that marketing
factors require a limitation on the number of Registrable Securities to be underwritten, the number of Registrable Securities and
Other Shares that may be so included shall be allocated as follows: (i) first, among Initiating Holders requesting to include Registrable
Securities in such Underwritten Takedown based on the pro rata percentage of Registrable Securities held by such Initiating
Holders (determined based on the aggregate number of Registrable Securities held by each such Initiating Holder); (ii) second,
among all other Holders requesting to include Registrable Securities in such Underwritten Takedown based on the pro rata percentage
of Registrable Securities held by such Holders (determined based on the aggregate number of Registrable Securities held by each
such Holder); (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account
of other Holders or employees of the Company, and (iv) fourth, to any Other Selling Stockholders requesting to include Other Shares
in such registration statement.


 


If a person who has
requested inclusion in such Underwritten Takedown as provided above does not agree to the terms of any such underwriting, such
person shall be excluded therefrom by written notice to the Company, the underwriter or the Initiating Holders, and the securities
so excluded shall also be withdrawn from the Underwritten Takedown. If Registrable Securities are so withdrawn from the Underwritten
Takedown and if the number of shares to be included in such Underwritten Takedown was previously reduced as a result of marketing
factors pursuant to this Section 2.1(e), then the Company shall offer to all Holders who have retained rights to include
securities in the Underwritten Takedown the right to include additional Registrable Securities in the offering in an aggregate
amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion,
as set forth above.


 




    	 	8	 



     


    

 


(f)       Deferral;
Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company furnishes to the Holders a certificate
(the “Suspension Notice”) signed by an executive officer of the Company stating that, in the good faith judgment
of the Company’s Board of Directors, effecting a registration (whether by the filing of a Registration Statement or by taking
any other action) or the offering or disposition of Registrable Securities thereunder (including, for the avoidance of doubt, through
an Underwritten Takedown) should be postponed or suspended because such registration, offering or disposal would (1) materially
impede, delay or interfere with a pending material acquisition, corporate reorganization, or other similar transaction involving
the Company; (2) require premature disclosure of material non-public information that the Company has a bona fide business purpose
for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange
Act, then by delivery of the Suspension Notice to the Holders, then (in addition to the limitations set forth in Section 2.1(c)
of this Agreement) the Company may so postpone effecting a registration or require the Holders to refrain from offering or disposing
of Registrable Securities for a period of not more than sixty (60) days, and, provided further, that the Company shall not suspend
usage of a registration statement in this manner more than once in any twelve (12) month period.


 


2.2         Company
Registration


 


(a)       Company
Registration/Underwritten Offering. If the Company shall determine to (1) register any of its securities either for its
own account or the account of a security holder or holders (or a combination of the foregoing) during a period in which a Resale
Shelf Registration Statement covering a Holder’s Registrable Securities is not then effective, other than: a registration
pursuant to Section 2.1; a registration relating to the shares of Common Stock underlying the Public Warrants; a registration
relating solely to employee benefit plans; a registration relating to the offer and sale of non-convertible debt securities; a
registration relating to a corporate reorganization or other Rule 145 transaction; or a registration on any registration form
that does not permit secondary sales, or (2) effect an underwritten public offering of securities, either for its own account or
the account of a security holder or holders (or a combination of the foregoing), the Company will:


 


(i)       promptly
give written notice (in any event not later than twenty (20) days prior to the filing of the registration statement or preliminary
prospectus to which such offering relates) of the proposed registration or offering, as applicable, to all Holders; and


 


(ii)       use
its reasonable best efforts to include in such registration or offering, as applicable, (and any related qualification under blue
sky laws or other compliance), except as set forth in Section 2.2(b) below, and in any underwriting involved therein,
all of such Registrable Securities as are specified in a written request or requests made by any Holder or Holders received by
the Company within ten (10) days after receipt of such written notice from the Company. Such written request may specify all or
a part of a Holder’s Registrable Securities; provided however, that notwithstanding anything to the contrary herein,
only Qualified Holders shall be entitled to notice of and to participate in underwritten public offerings contemplated by clause
(2) of this Section 2.2(a).


 




    	 	9	 



     


    

 


(b)       Underwriting;
Cutback. If the registration or offering of which the Company gives notice is for an underwritten public offering, the
Company shall so advise the Qualified Holders who have elected to participate (and include the names of the proposed underwriters)
as a part of the written notice given pursuant to Section 2.2(a)(i). All Qualified Holders proposing to distribute
their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration
rights to participate therein) enter into an underwriting agreement in customary form with the representative of the underwriter
or underwriters selected by the Company. No Holder (or its permitted transferee or assignee under Section 2.10) shall be
required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations,
warranties or agreements regarding such Holder’s (or such transferee’s or assignee’s) authority to enter into
such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method
of distribution and any other representation required by law.


 


Notwithstanding any
other provision of this Section 2.2, if the underwriters in good faith advise the Company and the Qualified Holders
of Registrable Securities participating in the offering in writing that marketing factors require a limitation on the number of
shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities
to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration,
and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated
(1) if the underwritten offering is for the Company’s account, (m) first, to the Company; (n) second, to the Qualified Holders
requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities
held by such Holders (determined based on the aggregate number of Registrable Securities held by each such Holder); and (o) third,
to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback
rights and (2) if the underwritten offering is for the account of Other Selling Stockholders, then (w) first, to the Other Selling
Stockholders, (x) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro
rata percentage of Registrable Securities held by such Holders (determined based on the aggregate number of Registrable Securities
held by each such Holder); and (y) third, to the Company.


 


If a person who has
requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall
be excluded therefrom by written notice to the Company and the underwriter. Any Registrable Securities or Other Shares excluded
or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding anything to the contrary, the Company
shall be responsible for the Registration Expenses prior to any such withdrawal.


 


(c)       Right
to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under
this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities
in such registration.


 




    	 	10	 



     


    

 


(d)       Limitations.
The Company shall not be obligated to effect any registrations pursuant to this Section 2.2:


 


(i)       After
the Company has initiated five (5) such Underwritten Takedowns pursuant to this Section 2.2 (counting for these purposes only (x)
registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) withdrawn
registrations);


 


(ii)       If
the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to the
request made pursuant to Section 2.1 of this Agreement;


 


(iii)       If
the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders
(subject to the consent of the Company); or


 


(iv)       If
the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (iii) above to
firmly underwrite the offer.


 


2.3         Expenses
of Registration. All Registration Expenses incurred in connection with registrations pursuant to this Section 2
shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses
of any registration proceeding begun pursuant to Sections 2.1 and 2.2 if the registration request is subsequently withdrawn
at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders
shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.2 are no longer satisfied (in which
case all participating Holders shall bear such expenses pro rata among each other based on the number of Registrable Securities
requested to be so registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to
a demand registration pursuant to Section 2.1; provided, however, in the event that a withdrawal by the Holders
is based upon material adverse information relating to the Company that is different from the information known or available (upon
request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under
Section 2.1, such registration shall not be treated as a counted registration for purposes of Section 2.1 hereof, even
though the Holders do not bear the Registration Expenses for such registration. All Selling Expenses relating to securities registered
on behalf of the Holders. All Selling Expenses relating to securities registered on behalf of the Holders and the holders of any
Other Shares shall be borne by the Holders and any holders of any Other Shares included in such registration pro rata among
each other on the basis of the number of Registrable Securities and Other Shares, respectively, registered on their behalf.


 


2.4         Registration
Procedures. In the case of each registration of Registrable Securities effected by the Company pursuant to Section 2,
the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof.
At its sole expense, the Company will:


 


(a)       Prepare
each registration statement, including all exhibits and financial statements required under the Securities Act to be filed therewith,
and before filing such registration statement, any prospectus or any amendments or supplements thereto, furnish to the Holders
of the Registrable Securities copies of all documents prepared to be filed, which documents shall be subject to the review of such
Holders and their respective counsel;


 




    	 	11	 



     


    

 


(b)       As
soon as reasonably practicable, file with the Commission the registration statement relating to the Registrable Securities, including
all exhibits and financial statements required by the Commission to be filed therewith, and use its reasonable best efforts to
cause such registration statement(s) to become effective under the Securities Act as soon as practicable;


 


(c)       Prepare
and file with the Commission such amendments, post-effective amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may be requested by the Holders or any underwriter of Registrable
Securities or as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such registration statement;


 


(d)       Notify
the participating Holders of Registrable Securities, and confirm such notice in writing and provide copies of the relevant documents,
as soon as reasonably practicable after notice thereof is received by the Company (a) when the applicable registration statement
or any amendment thereto has been filed or becomes effective, and when the applicable prospectus or any amendment or supplement
to such prospectus has been filed, (b) of any written comments by the Commission or any request by the Commission or any other
federal or state governmental authority for amendments or supplements to such registration statement, prospectus or for additional
information (whether before or after the effective date of the registration statement), (c) of the issuance by the Commission
of any stop order suspending the effectiveness of such registration statement or any order by the Commission or any other regulatory
authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings
for such purposes and (d) of the receipt by the Company of any notification with respect to the suspension of any Registrable
Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;


 


(e)       Furnish
such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment
of or supplement to the prospectus, as a Holder (or its counsel) from time to time may reasonably request;


 


(f)       Register
and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions
as shall be reasonably requested by the Holders; provided, that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions
where it would not otherwise be required to qualify or when it is not then otherwise subject to service of process;


 




    	 	12	 



     


    

 


(g)       Notify
each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances
under which they were made, and following such notification promptly prepare and file a post-effective amendment to such registration
statement or a supplement to the related prospectus or any document incorporated therein by reference, and file any other required
document that would be incorporated by reference into such registration statement and prospectus, so that such registration statement
does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and that such prospectus does not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and, in the case of a post-effective amendment to a registration statement,
use reasonable best efforts to cause it to be declared effective as promptly as is reasonably practicable, and give to the Holders
listed as selling security holders in such prospectus a written notice of such amendment or supplement, and, upon receipt of such
notice, each such Holder agrees not to sell any Registrable Securities pursuant to such registration statement until such Holder’s
receipt of copies of the supplemented or amended prospectus or until it receives further written notice from the Company that such
sales may re-commence;


 


(h)       Use
its reasonable best efforts to prevent, or obtain the withdrawal of, any order suspending the effectiveness of any registration
statement (and promptly notify in writing each Holder covered by such registration statement of the withdrawal of any such order);


 


(i)       Provide
a transfer agent or warrant agent, as applicable, and registrar for all Registrable Securities registered pursuant to such registration
statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(j)        if
requested, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates
or establishment of book entry notations representing Registrable Securities to be sold and not bearing any restrictive legends,
including without limitation, procuring and delivering any opinions of counsel, certificates, or agreements as may be necessary
to cause such Registrable Securities to be so delivered;


 


(k)       Cause
all such Registrable Securities registered hereunder to be listed on each securities exchange or automated quotation system on
which similar securities issued by the Company are then listed;


 


(l)        In
connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2.1 or 2.2,
enter into and perform its obligations under an underwriting agreement in form reasonably necessary to effect the offer and sale
of the Registrable Securities subject to such underwriting, provided, that such underwriting agreement contains reasonable
and customary provisions;


 




    	 	13	 



     


    

 


(m)       Furnish
to each Holder of Registrable Securities included in such registration statement a signed counterpart, addressed to such Holder,
of (1) any opinion of counsel to the Company delivered to any underwriter dated the effective date of the registration statement
or, in the event of an underwritten offering, the date of the closing under the applicable underwriting agreement, in customary
form, scope, and substance, at a minimum to the effect that the registration statement has been declared effective and that no
stop order is in effect, which counsel and opinions shall be reasonably satisfactory to the Holders and their respective counsel
and (2) any comfort letter from the Company’s independent public accountants delivered to any underwriter in customary
form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably
request. In the event no legal opinion is delivered to any underwriter, the Company shall furnish to each Holder of Registrable
Securities included in such registration statement, at any time that such Holder elects to use a prospectus, an opinion of counsel
to the Company to the effect that the registration statement containing such prospectus has been declared effective and that no
stop order is in effect and any other matters as the Holders or underwriter may reasonably request and as are customarily included;


 


(n)       Promptly
identify to the selling Holders any underwriter(s) participating in any disposition pursuant to such registration statement and
any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, make available for
inspection by the selling Holders all financial and other records, pertinent corporate documents, and properties of the Company,
and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the
accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;


 


(o)       Reasonably
cooperate, and cause each of its principal executive officer, principal financial officer, principal accounting officer, and all
other officers and members of the management to fully cooperate in any offering of Registrable Securities hereunder, which cooperation
shall include, without limitation, assisting with the preparation of any registration statement or amendment thereto with respect
to such offering and all other offering materials and related documents, and participation in meetings with underwriters, attorneys,
accountants and potential stockholders;


 


(p)       Otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its
stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158
under the Securities Act or any successor rule thereto) no later than thirty (30) days after the end of the 12-month period beginning
with the first day of the Company's first full fiscal quarter after the effective date of such registration statement, which earnings
statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete
and accurate information on Forms 10-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities
Act or any successor rule thereto;


 


(q)       Reasonably
cooperate with each Holder and each underwriter or agent, if any, participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority,
Inc. (“FINRA”), and use its reasonable best efforts to make or cause to be made any filings required to be made
by an issuer with FINRA in connection with the filing of any registration statement;


 




    	 	14	 



     


    

 


(r)       In
the event of any underwritten public offering of Registrable Securities, cause senior executive officers of the Company to participate
in customary “road show” presentations that may be reasonably requested by the managing underwriter in any such underwritten
offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary
selling efforts related thereto;


 


(s)       Take
all reasonable action to ensure that any “free writing prospectus” (as defined in the Securities Act) utilized in connection
with any registration covered by Section 2.1 complies in all material respects with the Securities Act, is
filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to
the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and


 


(t)       Take
all such other reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable
Securities.


 


2.5         Price
and Underwriting Discounts. In the case of an underwritten offering requested by Holders pursuant to Section 2.1,
the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities
shall be determined by each of (i) the Holders holding a majority of the Registrable Securities issued to the Initial Investors
and (ii) the Holders holding a majority of Merger Shares that are Registrable Securities. In the case of any Underwritten Offering
pursuant to Section 2.2, such price, discount and other terms shall be determined by the Company, subject to the right
of the Holders to withdraw their request to participate in the registration pursuant to Section 2.2 after being advised
of such price, discount and other terms.


 




    	 	15	 



     


    

 


2.6         Indemnification.


 


(a)       To
the extent permitted by law, the Company will indemnify and hold harmless each Holder, and each shareholder, member, limited or
general partner thereof, each shareholder, member, limited or general partner of each such shareholder, member, limited or general
partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person
who controls (within the meaning of Section 15 of the Securities Act) such Persons and each of their respective Representatives,
and each underwriter, if any, and each person or entity who controls within the meaning of Section 15 of the Securities Act
any underwriter, against all expenses, claims, judgments, suits, costs, penalties, losses, damages and liabilities (or actions,
proceedings or settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement)
of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any
related registration statement, notification or the like) incident to any such registration, qualification or compliance, (ii) any
omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, or (iii) any violation (or alleged violation) by the Company of the Securities Act, any state securities
laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company
in connection with any offering covered by such registration, qualification or compliance, and the Company will reimburse each
Holder, and each shareholder, member, limited or general partner thereof, each shareholder, member, limited or general partner
of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders,
employees, advisors, and agents and each Person who controls such persons and each of their respective Representatives, and each
underwriter, if any, and each person or entity who controls any underwriter, for any legal and any other expenses reasonably incurred
in connection with investigating and defending or settling any such claim, judgment, suit, penalty, loss, damage, liability or
action; provided that the Company will not be liable in any such case to the extent that any such claim, judgment, suit,
penalty loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written information
furnished to the Company by such Holder, any of such Holder’s Representatives, any person or entity controlling such Holder,
such underwriter or any person or entity who controls any such underwriter, and stated to be specifically for use therein; provided,
further that, the indemnity agreement contained in this Section 2.6(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld). This indemnity shall be in addition to any liability the Company may otherwise have. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified
party and shall survive the transfer of such securities by such Holder.


 


(b)       To
the extent permitted by law, each selling Holder, severally and not jointly, will, if Registrable Securities held by such Holder
are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold
harmless the Company, each of its directors, officers, employees, partners, legal counsel and accountants and each underwriter,
if any, of the Company’s securities covered by such a registration statement, each person or entity who controls the Company
or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers,
directors and partners, and each person or entity controlling each other such Holder, and each of their respective Representatives,
against all claims, judgments, penalties losses, damages and liabilities (or actions in respect thereof) arising out of or based
on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any
prospectus, offering circular or other document (including any related registration statement, notification, or the like) incident
to any such registration, qualification or compliance made in reliance upon and in conformity with information furnished in writing
by or on behalf of such selling Holder expressly for use in connection with such registration, (ii) any omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case
made in reliance upon and in conformity with information furnished in writing by or on behalf of such selling Holder expressly
for use in connection with such registration, or (iii) any violation (or alleged violation) by the Company of the Securities
Act, any state securities laws or any rule or regulation thereunder applicable to the Holder and relating to action or inaction
required of the Holder in connection with any offering covered by such registration, qualification or compliance, and will reimburse
the Company and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control persons
for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission (i) is made in
such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder and stated to be specifically for use therein and (ii) has not been corrected in a subsequent
writing prior to or concurrently with the sale of the Registrable Securities to the person asserting the claim; provided,
however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims,
losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder
(which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 2.6
exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.


 




    	 	16	 



     


    

 


(c)       Each
party entitled to indemnification under this Section 2.6 (the “Indemnified Party”) shall (i) give
notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought  (provided, that any delay or failure
to so notify the indemnifying party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at
all, that it is actually and materially prejudiced by reason of such delay or failure), and (ii) permit the Indemnifying Party
to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party,
who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose
approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense
unless (w) the Indemnifying Party has agreed in writing to pay such fees or expenses, (x) the Indemnifying Party shall
have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Indemnified
Party hereunder and employ counsel reasonably satisfactory to the Indemnified Party, (y) the Indemnified Party has reasonably
concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that
are different from or in addition to those available to the Indemnifying Party, or (z) in the reasonable judgment of any such
person (based upon advice of its counsel) a conflict of interest may exist between such person and the Indemnifying Party with
respect to such claims (in which case, if the person notifies the Indemnifying Party in writing that such Person elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense
of such claim on behalf of such person). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with
the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in
respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question
as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such
claim and litigation resulting therefrom.


 




    	 	17	 



     


    

 


(d)       If
the indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable
to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.
The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information
supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission. No person or entity will be required under this Section 2.6(d)
to contribute any amount in excess of the net proceeds from the offering received by such person or entity, except in the case
of fraud or willful misconduct by such person or entity. No person or entity guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty
of such fraudulent misrepresentation.


 


The obligations of
the Company and Holders under this Section 2.6 shall survive the completion of any offering of Registrable Securities
in a registration under this Section 2.6 and otherwise shall survive the termination of this Agreement until the expiration
of the applicable period of the statute of limitations.


 


2.7          Information
by Holder. Each Holder of Registrable Securities shall furnish to the Company such information regarding such Holder
and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required
in connection with any registration, qualification, or compliance referred to in this Section 2.


 


2.8          Rule 144
Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may
permit the sale of the Restricted Securities to the public without registration, the Company agrees to:


 


(a)       Make
and keep adequate current public information with respect to the Company available in accordance with Rule 144 under the Securities
Act;


 


(b)       File
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act; and


 


(c)       So
long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, or
that it qualifies as registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies),
a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder
may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities
without registration. The Company further covenants that it shall take such further action as any Holder may reasonably request
to enable such Holder to sell from time to time shares of Common Stock held by such Holder without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144, including providing any legal opinions.


 




    	 	18	 



     


    

 


2.9         No
Inconsistent Agreements.  Except for that certain registration rights agreement entered into in connection with
that certain credit and guaranty agreement, dated as of the date hereof, by and among the Company, the investors party thereto
and Luxor Capital Group, LP (“Luxor”) and that certain credit agreement, dated as of the date hereof, by and among
the Company, the investors party thereto and Luxor, the Company has not entered, as of the date hereof, nor shall the Company,
on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of
impairing the rights granted to the Holders of Registrable Securities or otherwise conflict with the provisions hereof. Unless
the Company receives the consent of each of (i) the Holders holding a majority of the Registrable Securities issued to the
Initial Investors and (ii) the Holders holding a majority of the Merger Shares that are Registrable Securities, the Company
shall not file any other registration statements (other than registration statements on Form S-4 or Form S-8 or any successor forms
thereto) until all Registrable Securities are registered pursuant to a registration statement that is declared effective by the
Commission.


 


2.10       Transfer
or Assignment of Rights. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part. The rights granted to a Holder by the Company under this Section 2
may be transferred or assigned (but only with all related obligations) by a Holder only to a transferee of Registrable Securities
that is a transferee or assignee of not less than 10,000 Registrable Securities (as presently constituted and subject to subsequent
adjustments for share splits, share dividends, reverse share splits and the like); provided, that (x) such transfer
or assignment of Registrable Securities is effected in accordance with applicable securities laws, (y) the Company is, within a
reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable
Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered
to the Company to be bound by and subject to the terms and conditions of this Agreement.


 


2.11       Liquidated
Damages. In the event that the Resale Shelf Registration Statement is not (i) filed within one hundred and twenty (120)
days after the Closing (“Filing Failure”), (ii) effective within five (5) days after the Commission advises
the Company that it has completed its review of the Resale Shelf Registration Statement (“Effectiveness Failure”),
or (iii) available for sales of Registrable Securities thereunder for more than ninety (90) days per calendar year, commencing
one hundred fifty (150) days after the Closing (“Maintenance Failure” and together with a Filing Failure and
Effectiveness Failure a “Registration Failure”)), then the Investors shall be entitled to a payment, as liquidated
damages and not as a penalty, of 0.25% per annum of the 10-Day VWAP (as defined below) multiplied by the number of Registrable
Securities held by the Investors, which shall accrue daily, for the first sixty (60) days following the applicable Registration
Failure, increasing by an additional 0.25% per annum of the 10-Day VWAP multiplied by the number of Registrable Securities held
by the Investors, for each thirty (30) day period thereafter, which shall accrue daily, up to a maximum of 2.0% per annum of the
10-Day VWAP multiplied by the number of Registrable Securities held by the Investors per thirty (30) day period (the “Liquidated
Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten
(10) business days after the end of each such thirty (30) day period. Any Liquidated Damages shall be paid to the Investors by
wire transfer of immediately available funds to the accounts designated in writing by the Holders to the Company.
The accrual of Liquidated Damages to the Holders shall cease at the earlier of (i) the curing of the applicable Registration Failure
or (ii) when the Investors no longer hold Registrable Securities, and any payment of Liquidated Damages shall be prorated for any
period of less than thirty (30) days in which the payment of Liquidated Damages ceases. Notwithstanding anything to the contrary
herein, in no event shall the aggregate amount of Liquidated Damages to an Investor exceed, in the aggregate, ten percent (10%)
of the 10-Day VWAP (calculated as of the date of the Registration Failure) multiplied by the number of Registrable Securities held
by such Investor.


 




    	 	19	 



     


    

 


SECTION
3

Miscellaneous


 


3.1         Amendment.
Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged, or terminated
other than by a written instrument referencing this Agreement and signed by (i) the Company, (ii) the Holders holding a majority
of the Registrable Securities issued to the Initial Investors and (iii) the Holders holding a majority of the Merger Shares that
are Registrable Securities; provided, however, that if any amendment, waiver, discharge, or termination operates
in a manner that treats any Holder different from other Holders, the consent of such Holder shall also be required for such amendment,
waiver, discharge, or termination. Persons who become assignees or other transferees of Registrable Securities in accordance with
this Agreement after the date of this Agreement may become parties hereto, by executing a counterpart of this Agreement without
any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Holder. Any amendment, waiver,
discharge, or termination effected in accordance with this paragraph shall be binding upon each Holder and each future holder of
all such securities of such Holder.


 


3.2         Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile or otherwise delivered by hand, messenger or courier service at the following addresses:


 


(a)       if
to an Investor, to such Investor’s address, facsimile number or electronic mail address as shown on Exhibit A hereto,
as may be updated in accordance with the provisions hereof.


 


(b)       if
to any Holder other than an Investor, to such address, facsimile number or electronic mail address as shown in the Company’s
records, or, until any such Holder so furnishes an address, facsimile number or electronic mail address to the Company, then to
the address, facsimile number or electronic mail address of the last holder of such shares for which the Company has contact information
in its records; or


 


(c)       If
to the Company:


 


Waitr Holdings Inc.


844 Ryan
Street, Suite 300


Lake Charles,
LA 70601


Attention:
Chief Executive Officer


 




    	 	20	 



     


    

 


Each such notice or other communication
shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier
service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day
delivery, one business day after deposit with the courier), (ii) if sent via mail, at the earlier of its receipt or five (5) days
after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid, (iii) if sent via facsimile, upon confirmation of facsimile transfer, or (iv) if via email (to a Holder only),
on the date of transmission.


 


3.3         Governing
Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements
entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.


 


3.4         Successors
and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto.


 


3.5         Entire
Agreement. This Agreement, the Merger Agreement, and the exhibits and schedules hereto and thereto constitute the full
and entire understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable
or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants
except as specifically set forth herein.


 


3.6         Delays
or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing
to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right,
power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement,
shall be cumulative and not alternative.


 


3.7         Remedies.
Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery
of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement
and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.


 




    	 	21	 



     


    

 


3.8         Severability.
If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement,
and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable
provision. The balance of this Agreement shall be enforceable in accordance with its terms.


 


3.9        Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless
otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.


 


3.10       Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute
such counterparts, and all of which together shall constitute one instrument.


 


3.11       Telecopy
Execution and Delivery. A facsimile, telecopy, portable document format (“.PDF”) or other reproduction of
this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile, .PDF, or any similar electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall
be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute
and deliver an original of this Agreement as well as any facsimile, telecopy, .PDF, or other reproduction hereof.


 


3.12       Further
Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability
company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things
as may be necessary to more fully effectuate this Agreement.


 


3.13       Attorneys’
Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing
party in such dispute shall be entitled to recover from the losing party such reasonable fees and expenses of attorneys and accountants,
which shall include, without limitation, all fees, costs and expenses of appeals.


 


3.14       Aggregation
of Stock. All securities held or acquired by affiliated entities of or persons shall be aggregated together for purposes
of determining the availability of any rights under this Agreement.


 




    	 	22	 



     


    

 


3.15       Jury
Trial; Consent to JurisdictionAny judicial proceeding brought with respect to this Agreement must be brought
in any court of competent jurisdiction in the State of Delaware, and, by execution and delivery of this Agreement, each party (a)
accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably
agrees to be bound by any judgment rendered thereby in connection with this Agreement; and (b) irrevocably waives any objection
it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court
is an inconvenient forum. Nothing in this Section, however, shall affect the right of any party to serve legal process in any other
manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive
and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.


 


[Signature page follows.]




    	 	23	 



     


    




 


IN WITNESS WHEREOF,
the parties have duly executed this Amended and Restated Registration Rights Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	WAITR HOLDINGS INC.
	 	 
	 	 	 
	 	By:	Name:  	 
	 	 	Title:	 


 


[Company Signature Page to Registration
Rights Agreement]


 




     

     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Amended and Restated Registration Rights Agreement as of the date first above written.


 


	 	INVESTORS:
	 	 
	 	FERTITTA ENTERTAINMENT, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Jefferies Financial Group Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 
	 	[Waitr Stockholder]
	 	 
	 	 
	 	[Waitr Stockholder]
	 	 
	 	 
	 	[Waitr Stockholder]


 


[Investor Signature Page to Registration
Rights Agreement]


 




     

     


    

 


EXHIBIT A


 


INVESTORS


 


	Name	 	
        Address, Fax Number

        or Email for Notices
	 	Number of Shares
	 	 	 	 	 
	
        Fertitta Entertainment Inc.

         
	 	
        1510 West Loop South Houston, Texas 77027 
	 	[_______]
	 	 	 	 	 
	
        Jefferies Financial Group Inc.

         
	 	
        520 Madison Avenue

        New York, NY 10022

        Attention: General Counsel
	 	[_______]
	 	 	 	 	 
	[Waitr Stockholder]	 	
        [________]

        [________]

        Facsimile: [________]

        E-mail: [________]
	 	[_______]
	 	 	 	 	 
	[Waitr Stockholder]	 	
        [________]

        [________]

        Facsimile: [________]

        Email: [________]
	 	[_______]
	 	 	 	 	 
	[Waitr Stockholder]	 	
        [________]

        [________]

        Facsimile: [________]

        Email: [________]
	 	[_______]


 




    	 	A-1